Attachment WC Docket No 10-79

WC Docket No 10-79

SUPPLEMENT

Supplement

2010-04-07

This document pretains to ITC-T/C-20100319-00114 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2010031900114_809939

B I N G HAM March 18, 2010 Via Electronic Filing Marlene H. Dortch, Secretary Federal Communications Commission International Bureau Applications P.O. Box 979093 St. Louis, MO 63197—9700 Re: Consolidated Application of RCN Corporation ("RCN"), Yankee Cable Acquisition, LLC ("Yankee Cable") and Yankee Metro Parent, Inc. ("Yankee Metro") For Authority Pursuant to Section 214 of the Communications Act of 1934, as amended, for a Transfer of Control Dear Ms. Dortch: Enclosed please find an application for approval to complete a transaction whereby Yankee Cable and Yankee Metro will acquire control of RCN and its subsidiaries. Pursuant to Section 63.04(b) of the Commission‘s rules, Applicants submit this filing as a combined domestic section 214 assignment application and international section 214 assignment application ("Combined Application"). This filing and the applicable credit card payment in the amount of $5,075.00, which satisfies the filing fee required for this application under line 2.b of Section 1.1105 of the Commission‘s rules, are being submitted electronically through the MyIBFS. Applicants are simultaneously filing the Application with the Wireline Competition Bureau, in accordance with the Commission‘s rules. Please direct any questions regarding this filing to the undersigned. Boston Hartford Respectfully submitted, Hong Kong LOauitte Cfi«fi‘(mw London Los Angeles New York Orange County Jean L. Kiddoo San Francisco Danielle C. Burt Santa Monica Silticon Valley Tokyo Washington Bingham McCutchen LLP 2020 K Street NW Washington, DC 20006—1806 T +1.202.373.6000 F +1.202.373.6001 bingham.com A/73326645.1

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 No/ Ne ht Nt Nt Nt Nes Nes Nene! Nene! Neue! Nes Neue! Nn Ned Nes Nes Nut! Nes N In the Matter of RCN Corporation Transferor WC Docket No. 10— and ITC—T/C—2010— Yankee Cable Acquisition, LLC Yankee Metro Parent, Inc. Transferees Notice of Pro Forma Transactions and Application for Consent to Transfer Control of Entities Holding International Authorizations and Blanket Domestic Authorizations Pursuant to Section 214 of the Communications Act of 1934, as Amended CONSOLIDATED APPLICATION FOR TRANSFER OF CONTROL RCN Corporation ("RCN"), Yankee Cable Acquisition, LLC ("Yankee Cable") and Yankee Metro Parent, Inc. ("Yankee Metro") {collectively, "Applicants"), through their undersigned counsel and pursuant to Section 214 of the Communications Act of 1934, as amended, 47 U.S.C. §214 (the "Act‘), and Sections 63.03, 63.04 and 63.24(e) of the Commission‘s Rules, 47 CFR §§ 63.03, 63.04, 63.24(e), hereby respectfully request the authority A/73320559.4

necessary to consummate a transaction whereby Yankee Cable and Yankee Metro! will acquire control of RCN and its subsidiaries ("Transaction").2 The Applicants respectfully request streamlined treatment of this Application pursuant to Sections 63.03 and 63.12 of the Commission‘s Rules, 47 C.F.R. §§ 63.03 and 63.12. This Application is eligible for streamlined processing pursuant to Section 63.03(b)(2)(i) of the Commission‘s Rules, 47 C.F.R. § 63.03(b)(2)(i), because: (1) after the proposed transaction is consummated, Yankee Cable and Yankee Metro (including any affiliates, as that term is defined in Section 3(1) of the Act) will have a market share of less than 10 percent of the interstate, interexchange market, and will provide competitive services exclusively in areas served by a dominant local carrier not a party to the transaction, and (2) neither the Applicants nor any of their affiliates are regulated as dominant with respect to any service. This Application is also eligible for streamlined processing with respect to the international section 214 authorizations pursuant to Section 63.12(c) of the Commission‘s Rules because: (1) after consummation of the proposed transaction, Yankee Metro and Yankee Cable will not be affiliated with any foreign carriers, (2) Yankee Metro and Yankee Cable are not affiliated with any dominant U.S. carrier whose international switched or private line services 1 As described in more detail in this Application, Yankee Cable is majority—owned by ABRY Partners VI, L.P. Yankee Metro is majority—owned by ABRY Partners VI, L.P. and ABRY Senior Equity III, L.P. 2 The RCN subsidiaries who hold Section 214 authorizations that will be included in this transaction are: RCN Telecom Services, Inc., RCN Telecom Services of Philadelphia, Inc., RCN—BecoCom, Inc., RCN Telecom Services of Illinois, LLC, RCN New York Communications, LLC, RCN Telecom Services of Massachusetts, Inc., RCN Telecom Services of Washington, D.C., Inc., NEON Optica, Inc., and Starpower Communications LLC (collectively, the "RCN Operating Subsidiaries"). As described in more detail in this Application, prior to the close of the Transaction the following subsidiaries, which are not currently providing any telecommunications services, will be liquidated and their authorizations cancelled: RCN Telecom Services of Massachusetts, Inc., and RCN Telecom Services of Washington, D.C., Inc. In addition, RCN Telecom Services, Inc. will be merged into newly formed RCN Telecom Services (Lehigh) LLC, RCN—BecoCom, Inc., will be merged into newly formed RCN— BecoCom LLC, and RCN Telecom Services of Philadelphia, Inc., will be merged into newly formed RCN Telecom Services of Philadelphia LLC. Also, RCN Telecom Services, Inc. will assign one of its redundant international Section 214 authorizations to RCN Telecom Services of Philadelphia LLC, and another one to newly formed RCN Telecom Services of New York, LP along with its New York operating assets. A/73320559.4


Document Created: 2010-04-09 10:43:37
Document Modified: 2010-04-09 10:43:37
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